A Hero in the Making
by Captain Teddy Bear
Summary: A female twist on Spider-Man. I'm not really sticking to the comics, just trying to do my own thing with Penny Parker and her adventures with villains. I'll try to make it worth while :).
1. Chapter 1

Chapter One: a fast morning

Beep! Beep! Beep!

"Ahh!" I shot out of my tiny bed. "Jesus, I HATE that alarm clock!" I put on my glasses and looked at it with a strong hatred. Then, my eyes widened as I looked at the time.

"What?! 6:37 already?! That only gives me 23 minutes! Aunt May, why didn't you wake me up?!" I yelled down the stairs.

"I did sweetie, three times actually. Each time you said you'd be down in a minute." She called calmly from the kitchen.

"Ugh!" I didn't have time wash my hair. I frowned and kicked my legs off the bed. Quickly, I tore down the hallway to the bathroom and slipped off my plain blue pajamas.

"Okay, no longer than 5 minutes..." I turned on the water.

"Son of frost giant-!" The water hit my skin like ice shards. Quickly I turned up the heat.

"What is wrong with this shower?!" It was always either burning hot or icy cold- never just in the middle. I decided to just scrub and rinse as fast as humanly possible. I hopped out and wrapped my champagne towel around my chest.

I bolted down the hall with my towel around me and turned a sharp corner.

"You coming down soon, Penny?"

"Yes, uncle Ben, my alarm clock wasn't working!" I lied.

"Really? Isn't that the third one this week?" He called, obviously confused. I chose not to respond.

I snatched some underwear out of my drawer and pulled it on.

"Gah, now what shirt?" I frantically searched the drawer before pulling out my plain black V-neck.

"Meh, I'm just going to wear my Scouting Legion sweatshirt anyways." I pulled on a pair of skinny blue jeans, slipped on my maroon Converse, and zoomed down stairs. I grabbed the piece of cold toast that Aunt May had set on the counter and have her a kiss on the cheek as I headed for the door.

"Love 'ya!" I yelled as I exited the house.

"Bye sweetie!" Aunt May called. The fresh air hit me like a cold breeze. Finally, bliss. I leaned over the bushes and grabbed my s skateboard. I jumped on my and rolled down the sidewalk, my curly brown hair flying behind my shoulders. My freckled face beamed as my board quickly picked up the pace. I couldn't WAIT until we took a field trip to Oscorp today; I was practically glowing with anticipation. My old friend, Harriet Osborn (a rich, sarcastic, and somewhat arrogant girl who had insisted that Penny called her Ms Osborn for the first few months of friendship) flashed across my mind, but I tried to focus on something else. I had finally finished my report on some guy name Pierre Fromage, or something. I don't know, he was just some French guy during Shakespeare's time. Not particularly interesting. At least Gwen and I were too be perter for the next project. Gwen is my best (and only) friend. She's very nice, and beautiful, with long blonde hair and big pretty blue eyes. My eyes were blue as well, but there was always a certain twinkle in hers that simply made them incredible.

Suddenly, aloud noise pulled me out of my thoughts.

Honk! Honk!

"Watch where 'yer going, 'ya stupid kid!" A man in a big truck yelled.

"Sorry!" I hollered back, my ears turning pink from embarrassment. I picked up my board and ran the rest of the way.


	2. Chapter 2

Chapter two: School life

I was out of breath by the time I reached the high school.

"Well, at least I got some good exercise." I forced a grin as I headed towards my locker.

"Hey, look who's here? If it isn't little Penny." A shrill, annoying voice called from behind me. I turned to see a sneering Flash followed by her goons. My face flushed as I frantically tried to cram my stuff into my locker so I could get out of there. It was to early in the morning for this.

"Where were you yesterday? We thought for sure that you'd be at cheer leader try outs." Her friends snickered and I tried to ignore them.

"Don't feel bad though, it's not like you would have made it on the team anyways." She smirked and looked at me like I was a piece of dirt stuck the bottom of her high heel. Her friends cracked up and pointed at me. I rolled my eyes and closed the lock around my locker.

"Yeah, she's just **to** pretty for us. I wish she weren't so **beautiful**, it's just not fair!" Jenny added sarcastically.

"Listen, ladies," I said, beginning to feel fed up. "I know I'm fabulous, but there's no reason to get upset about it! I'll make sure to save you some guys, too." I said it with a short-lived smirk.

Jenny's face turned red and Flash gasped angrily. She flipped her long blonde hair behind her shoulders and snorted.

"C'mon, we've got better things to do than talk to know-it-all smart Alecs like Penny." She turned and her friends followed her leaving me standing alone in the hall. It's not like I wasn't used to it, it's just that no matter how many times she bullied me, it still hurt. Teachers say that kids only pick on each other because their insecure or something bad going on in their own lives. I don't believe this entirely; I think some people are just mean. And also, just because you're going trough a tough time doesn't mean you had the right to bring everyone else down, with you.

I rubbed my hand through my hair, and when I looked up I saw Max James (or MJ, as everyone else called him) walking down the hall with his friends. His beautiful red curly hair seemed to glisten, and his freckles were just oh so adorable. I had had a crush on him since I was six years old...

A hand grasped my shoulder and made me jump.

"Hey Penny!" I turned to see Gwen Stacy facing me with a smile on her face.

"You excited to go to Oscorp today? I know I am!"

"Yeah, I'm pumped." Her smile flickered my unenthusiastic response.

"What's wrong Penny? I thought for sure that you'd be jumping up and down with excitement. You've been looking forward to this all year!" I brushed the hair out of my eyes and put on a fake grin.

"I am excited, really, I am! I'm just tired, that's all." It was a good lie because I honestly did look exhausted.

"Well you best wake up 'cause you're in for a real treat today. Science always gets you excited!" Gwen pulled my arm and dragged me the rest of the way to my classroom where my teacher was waiting for the class to quiet down.

"Settle down class, settle down." The teacher called from the front of the room, even though it was pretty obvious no one was listening. "As all of you know, today is a very special day." A hush fell over the class. "Many of you have been waiting for this all year. We're going to Oscorp!" Gwen clapped while the rest of the class groaned. (I was to busy looking out the window to pay any attention, but a smile did spread across my face.) "Aww, don't be like that you guys! It'll be great, and I'm sure you'll learn a lot!"

The class went back to talking while the teacher started to pass out nametags. I was happy to find out that it was the kind that you wore around your neck, not the sticker kind. I hated stickers. A boy poked my shoulder.

"What's wrong, Penny? I thought all nerds got excited over stupid stuff like this." He snickered.

"Oh ha-ha. You're hilarious." I turned back and placed the nametag over my head letting it slide on my neck.

"C'mon Penny, it'll be great!" Gwen said, desperately trying to get me excited. "Just forget about whatever is bugging you and have fun, it would be such a waste to be sad this whole field trip."

"Yeah, maybe you're right." I said, my voice monotone. Even though I tried to deny it, I couldn't suppress the amount of excitement tingling through my body. Gwen had been right; science always did excite me.


	3. Chapter 3

We were waiting in a line at the main lobby of Oscorp. It really was a beautiful building. Gwen was chatting away next to me, but I was only half listening. I couldn't believe I was actually here standing in this magnificent building (I didn't count the times Harry and I had run around here, seeing as I barely even remembered it). I snapped a picture with my camera.

"Hello Everyone! Quiet down now, quiet down." A beautiful woman walked towards our group. She didn't look much older than us.

"My name is Ms. Amber, and I will be your tour guide today." She said with a big phony smile.

"Now I'd like us all to be absolutely quiet during the tour unless you have a question, in which case just raise your hand! I'm sure you know the rules at this point, but I'll go over them really quick. Don't touch anything, don't bother the employees no matter what, and stay in a group! Our first stop is the genetically engineered SuPeR sPiDeRs!" She said the last words in an attempt at a spooky voice.

"Wow! Cool, sounds like my kind of exhibit!" I heard some boys behind me say. I looked to my left and saw Gwen swallowing hard and her fists clenched at her sides. I had forgotten she wasn't one for spiders, let alone super spiders.

"C'mon, it'll be fine." She didn't seem reassured. "I can hold your hand if you want." I said teasingly. Gwen rolled her eyes.

"Shut up, Penny." We laughed and made our way to the exhibit. It didn't take long before Ms. Amber turned around and faced us.

"Okay everyone, here we are! To the left are the spiders, **DO NOT TOUCH THEIR CAGE. They are VERY dangerous! **Okay? Good. You can look, but only with your eyes. Now, the first thing is..." she continued to talk but I was too taken in by the beautiful insects. Gwen had moved to the back and was now "admiring them from a distance." I lifted my camera and snapped a picture. My brow furrowed.

"Wait a minute..." one of the spiders was missing. I raised my hand but the guide seemed not to notice me. Maybe Oscorp had taken it to do more experiments...? I probably shouldn't worry, but still... something told me that it wasn't supposed to be out of its cage.

"Okay class, now if you'll all just follow me please." Ms. Amber waved at me and my camera as if to say, "Go ahead. Take some photos." I smiled gratefully at her and she winked one of her brown eyes in return. I raised the camera (still feeling uncertain about the spider) to my face and felt someone nudge me right when I snapped the photo.

"Oh, sorry Penny." A nice voice said behind me. I recognized it.

"Oh no, it's okay. Really, it is." I turned around me to see MJ looking at me. My mouth spoke before I had time to register what I was saying.

"Do you think you could help me? I need some photos with a student in them." He looked a little startled.

"Sure, I guess so." He walked towards the spiders and smiled.

"Great, perfect." He struck positions as my camera clicked.

"Cool, thanks a lot MJ! It really helps." I said sincerely.

"No problem, tell if you need anymore help later. I'm pleased to offer my services." He bowed low moved his hand in a circular motion like he was bowing to a king. I laughed.

"See ya!" He said as he ran off to rejoin the group. I stayed behind a little longer, just watching the spiders climb around and wondering where the last one was when a sharp pain in my neck gave me a hint. My eyes widened as I saw a small glowing spider fall from me and land on the marble floor. Slowly, my hand reached for the back of my neck where I felt a small bump, indicating where the spider had dug it pinchers into me. The guides voice flickered into my head.

"They are very dangerous!" I swallowed hard and tried not to fall over. How could this happen? I thought Oscorp had super good employees and didn't let things like this happen! I frantically looked around the room and saw most of the workers were busy doing their jobs or on their phone playing Candy Crush.

'I should tell someone,' I thought, 'but the guide said not to disrupt the employees no matter what. This counts as an exception, right?'

"Penny, you coming?" Gwen's voice hollered followed by loud shushes.

"Y-Yah, I'm coming." I murmured. My neck tingled and I started to sway.

'Just ignore it,' I thought. 'They're probably busy enough without a high school student in danger...' I swallowed and turned to follow Gwen. I'll be fine... Right?

The rest of the tour was a blur of color and sounds; I couldn't tell exactly what was happening. I felt sick by the time I reached my house and walked inside.

"I'm home." I called wearily from the kitchen.

"Oh, fantastic!" I heard Aunt May call.

"You have to tell us all about it!" Uncle Ben said. It was funny that he sounded so excited just to hear about my day.

"It was good," I mumbled. "I'm really tired... Can I take a nap?" Aunt May and Uncle Ben seemed surprised. I never took naps.

"Sure, sweetie, do what you want." Aunt May looked concerned as I stumbled up the stairs. My vision blurred and the room seemed to spin faster and faster. Colors merged together and voices drilled into my mind.

"Very dangerous!"

"Super Spiders!"

"Genetically engineered..."

Spiders danced on my walls as I fell to the ground.


	4. Chapter 4

Chapter four: With great power comes great confusion.

My eyes shot open.

Beep! Beep! Bee-

I jumped into the air and my leg shot put smashing into the alarm clock. Wait, what? I stared at the crushed clock. What just happened?

"Penny, are you okay up there? You're up early today." Uncle Ben's voice called from downstairs. I hesitated before responding.

"Y-Yeah, I think so." Emphasis on the, "I think so." I slowly stood up on my bed and stared at my clock. Well, now at least the lie from yesterday wasn't a lie; my alarm clock really wasn't working.

I stepped off my bed and caught sight of myself in the mirror as I passed. I had to take a double-take and look again.

"Wow." I mumbled. I had grown, and I was muscular. My hair was silky smooth and remarkably clean. Strange…

I walked to my bedside table and put on my glasses. Wait. I wasn't wearing glasses. I stopped in my tracks. What was happening?! I grabbed my glasses and as soon as I put them on my vision fogged. Why didn't I need my glasses all of a sudden? Immediately, my hand shot to the back of my neck where a small bump remained. Okay, this was getting really weird... I stumbled to my bathroom and grabbed my toothbrush, which immediately snapped in half. What?! I am not that strong! I grabbed the toothpaste and carefully tried to put it on my half toothbrush.

A squashing sound filled the air and toothpaste shot onto the floor. What was happening to me? I scooped some of the toothpaste onto my half brush and quickly brushed my teeth.

"Okay, keep calm... this is probably just a weird morning, nothing to strange..." I spit and ran to my dresser. I slipped on my blue skinny jeans and my favorite Dr. Who t-shirt. (Luckily, it didn't tear from my now surprising strength.) I turned and bolted through my door way and down the stairs. Aunt May was reading and seemed shocked when I came down so early.

"Penny, you're up earlier than usual." She looked me up and down. "You look different, too."

I looked at her for second, trying to think of what to say, and finally decided it would be best just to grab the toast and run.

"Bye Aunt May! Bye Uncle Ben!" I called as I excited the house.

"Oh, bye Penny! You enjoy yourself!" Aunt May called wearily from the kitchen. I snatched my board from the bush and carefully jumped onto it.

"Okay, at least I'm out of the house..." I pondered what I was going to do about my new "powers" as I skated down the sidewalk. I dodged people as I started going faster and faster.

"Just make it to school." I focused on the road and tried to push away my thoughts. luckily, I was close to school so it didn't take long before I was hopping through the door ways and into the halls.

I was still concentrating on why I was having such an odd morning when I heard a yell from across the hall.

"Oh, Penny! Where are you, Penny?" My heart sank at the shrill sound of Flash's voice and I banged my head against the locker causing a nasty dent.

"Oh, there you are, you little twerp." I turned to face her. I tried to hold back laughter at her scarlet face. "I saw you yesterday, you insignificant pig, flirting with my man." I was confused. What was she talking about? "Don't deny it, you were flirting with MJ!" She shrieked in my face. Most kids in the hallway turned to see what was happening.

"No, I wasn't, I was just-"

"Well, it's not like it matters 'cause you are no where near good enough to get him anyways!" She sneered. My face when hot with anger. Who did she think she was, saying I wasn't good enough? I was just as good if not better than her. Flash opened her mouth to speak again when someone from all the way down the hall interrupted her.

"Hey, leave her alone!" I turned to see MJ walking down the hall followed by a few of his friends. Flash was obviously surprised that MJ was sticking up for me. "What has she ever done to you?" MJ said sternly. Flash stumbled for words.

"Exactly. Now why don't you just run along now and stop sticking your abnormally large nose into other people's business." Flash gasped, stomped her foot, turned, and stalked off.

"I'll be back, Penny, and don't you forget it!" Flash shrieked. MJ snorted and turned towards me.

"Sorry about her, she's just upset because I broke up with her yesterday. I couldn't talk to anyone without her getting jealous!" He chuckled and patted me on the shoulder. "Whatever, just stay out of her way. When she gets mad she can go a little nuts." MJ turned and walked off leaving me standing alone in the hall with my fists clenched. I could've taken her. I should've taken her. I sighed and walked the rest of the way to class.


	5. Chapter 5

Chapter five: An unexpected visitor

Class had been long, and that was saying something. I usually didn't mind school, but I kept breaking my pencils and tearing my papers which got very annoying very fast. At least it was finally lunchtime, I was extremely hungry. I plopped down on the seat on opened my TARDIS lunch box. I opened my mouth to take a big old bite of my sandwich when I heard a familiar cat-like voice behind me.

"Well well, Parker, it's been a while." My eyes widened.

"Harry!" I squealed as I jumped out of my seat completely forgetting my sandwich for the time being. She was wearing what looked like a _very _expensive suit and gold aviators. She had cut her jet black hair choppy and short. Her face, however, was still the same with pale skin, blazing eyes green, and a psychotic grin that spread across her pale cheeks, and she was still a good six inches shorter than me.

"What are you doing here?" I yelled happily as I pulled her into an embrace. She grunted.

"Oh, sorry." I said, embarrassed. My strength was hard to control. "But what are you doing here?" Harriet chuckled smugly.

"Norma finally got me transferred out of that stupid boarding school, thank goodness."

"It's about time! How is Norma?"

"Busy, as always." Harriet scowled before continuing. "She's working on a special new project that she says could change the world!" She added sarcastically, shaking her hands mockingly, which made me laugh. It was obvious that Norma was still a sore subject with Harry. She was about to continue on about whatever when someone tapped my shoulder. Unexpectedly, I whirled around and twisted whoever's arm it was.

"Ow! Penny, what the heck?!" It was Gwen.

"Oh my gosh, I'm so sorry!" I let go of her arm looked at the ground shamefully.

"It's fine," Gwen rubbed her arm and scowled slightly. "Who's your friend?" Her tone was of distaste like she already disliked Harry.

"Oh! Harriet, meet Gwen, Gwen meet Harriet!"

"Hmph." I stood there awkwardly looking at the two of them.

"You know, Penny's never mentioned a Harriet before." Gwen said glaring at Harry.

"Wouldn't surprise me." Harry's voice was calm, something that I knew to bug Gwen.

"Okay, glad you two met, why don't you go to class now, Gwen!" I nervously started pushing Gwen away.

"Hey! Hey! Lunch isn't over yet!"

"Oh yeah, I forgot." I mumbled. Gwen scowled at me again and glared at Harriet. (Who glared back.) Finally, after a long silence, Gwen smiled at Harry, who seemed a little confused by the sudden change in attitude.

"Ok, **Penny**," I didn't like her fake nice tone. "Catch ya later." She turned back to Harriet and extending her out. "Nice meeting you, Harry."

"It's Ms. Osborn." She said coolly, shaking Gwen's hand. I shut my eyes, not wanting to believe what was happening. "We're not friends."

Gwen's smile vanished and she let go of Harry's hand. Silently, she turned on her heel and left. I could see Harry smirking out of the corner of my eye.

"I can see you've met some great people while I was away." She said in a bored drawl.

"Hey," I said defensively, "Don't talk about Gwen that way! She just needs to warm up to you first." I turned to walk to class. "And it's not like you were any better."

"Hey! I was nicer than I usually am!" I heard her say defensively before I smiled exasperatedly.

"I'll see you Benny's Bar tonight, eight o'clock sharp. Don't be late!" I called over my shoulder. I would get Gwen to come, too. It would be nice if they got along. (Although I seriously doubted they would.)


	6. Chapter 6

Chapter Eight: Uncle Ben

"I'm Home!" I yelled as I entered the house.

"Oh, fantastic dear, Ben and I have been wanting to talk to you all day." Aunt May said as she took my backpack.

"Great! I have something to say, too. You'll never guess who came to school today!"

"Who?" Aunt May said with a smile on her face.

"Harriet!"

"Harriet? You mean Osborn's daughter? The little girl you used to play with all the time?"

"Yep, that's the one." I smiled big as Aunt May hugged me. "Yeah, we're going to a bar tonight with Gwen to catch up on things." Aunt May's smile faltered.

"Oh, that's great honey." She let go of shoulders and turned to Uncle Ben who had been standing in the doorway.

"Ben and I were going to take you Fuzzy's malt shop tonight." My heart lost some of its initial joy. I loved Fuzzy's.

"Oh. We can go tomorrow, right?" I said hopefully.

"I guess so." Uncle Ben said doubtfully. I smiled again.

"Great! Can you drive me Uncle Ben? Please?" Uncle Ben looked at Aunt May before agreeing. "Yay! Thank you so much!" I hugged him tightly before remembering my strength.

"Well, you've gotten stronger." Uncle Ben huffed. He walked back up stairs with his head down.

"Why is he so upset? He acted as though it was fine."

"Ben had been wanting to talk to you for a while. He says he felt like you two were growing farther apart." My smile faded at Aunt May's words, mostly because it was true. I watched her sadly as she mounted the staircase.

"You should start getting ready, dear, it always takes you forever to do so." She called over her shoulder. She was right; I did take me a long time. I darted in to my room and took off my school clothes.

"Hmm... To wear or not to wear, that is the question." I mumbled as I dug through my drawers. "Harriet would be wearing a suit as always and Gwen would probably be wearing a dress so..." I pulled out my black skinny jeans and my dark blue blouse. I checked myself out in the mirror and was satisfied with what I saw. Great, okay now for makeup. I put on my red lipstick and some eye shadow, but nothing else. I had never been fond of wearing a lot of makeup. Finally, I look my golden necklace and silver bracelet. I actually looked pretty good.

"I'm ready!" I called as I came down the stairs. Uncle Ben was waiting by the door with keys in his hand. He sighed before opening the door for me, and I was slightly bothered. Maybe it was weird, but I was mad that he thought I shouldn't be hanging out with friends. I mean, he's always saying I should socialize and now when I finally have not one but TWO friends, he seems all-sad. I begrudgingly stepped into the car. I rested my head on the window.

"You look nice tonight." He said awkwardly.

"Thanks." I sounded monotone. We drove one for a while before he turned to me and spoke.

"Penny, I just want you to know that I don't want you drinking any alcohol there."

"I wasn't planning on doing so." He turned back again before facing me once more as soon as we reached the bar.

"I don't approve of this." My face went scarlet.

"What do you mean?" I sat up angrily.

"I mean, I don't approve of you going to this bar with Gwen and Harriet."

"You mean you don't approve of me hanging out with friends?" My voice rose.

"No, I mean-"

"Yes, that's exactly what you mean, isn't it?!" I was mad, but I couldn't explain why. "You always say you want me to have friends and when I finally do you don't 'approve'? I'm going to that bar and I don't care what you say." I stomped out of the car and before I slammed the door shut I yelled, "And maybe I will drink beer!" I angrily stormed into the bar.


	7. Chapter 7

Chapter seven: BAR FIGHT!

I was still mad at uncle Ben when I heard Harry enter the bar.

"Parker!" She yelled as she weaved her way through the crowd towards me and sat down.

"You okay?" She seemed concerned about me. She was wearing an even more expensive suit than before.

"Yeah, I'm fine." I smiled and tried to push away my thoughts. 'Just remember, this is good. This will be fun.' I thought as Harry started to talk about her first world problems.

"Penny? Penny?" Gwen's voice started getting louder as she came closer. "There you are, I've been looking for you-" She stopped once she noticed Harriet who was drinking some water and looking at her over the glass. "Oh, hi Harriet." Gwen sat down on the other side of me just as the bartender came up to us.

"So, what can I get for you fine ladies?" He said smoothly. I remembered what uncle Ben had said about not drinking alcohol, and I resentfully decided to keep my word.

"Some soda, please the adult kind." The bartender smirked as I realized how stupid I sounded.

"I'll have the same as her, thank you." Gwen said politely. Harry cleared her throat.

"One martini, please. Gin, not vodka, obviously, stirred ten times in a counterclockwise direction while glancing at an unopened bottle of vermouth." She said this completely straight-faced. Gwen looked at Harriet in shock.

Four loud voices that were obviously already drunk entered the bar and started heading towards us. Harry cringed as the men sat down at the table behind her.

"And she said that it was all my fault!" One man said.

"Stacy can be such a princess sometimes." The men laughed together for a minute before continuing to talk.

"Could be, actually. I broke up with her yesterday."

"Really? Good for you, bro!" I saw them high five. "Now time to get back out there, and if you're going to date a physco again, then at least make sure they're hot." They all laughed. I felt disgusted by their shallowness.

"Hey, Bruce, look behind you." I heard one of the men say to the ex-boyfriend of Stacy. "See that blondie? I bet you could get her to Netflix and chill it, if you get what I mean." I saw Gwen's face sort of contort. The rest of the conversation was muffled, but all of my hopes that perhaps this guy wasn't as shallow as his friends were dashed when he propped his elbow against the bar and looked at Gwen.

"Hey Goldilocks, can I guy you drink?" He asked.

"Oh, actually, I'm here with my boyfriend!" Gwen lied. I was confused for a millionth of a second before she grabbed Harry's barstool and turned it to face the two men.

"Huh?" Harry said, trying not to spill her water and her fancy suit. The two men began to laugh. They laughed and laughed and laughed until Harry angrily exclaimed, "What's so funny, dammit!" The two men pretended to wipe a few tears away and turned back to Gwen.

"You're here with _this_ guy?" He laughed again, and by this point Harry was looking very _very_ confused. "Please, look at him!" He poked Harry's arm which cause her to recoil muttering something that sounded a lot like,

"Ew, gross, peasant germs."

"He's got twigs for arms and just look at that haircut! Who does he think he is, _Dane_ _Dehaan?" _The two men cracked up once more and Harry jumped to her feet angrily.

"What did you say about my hair?" She said through gritted teeth, her fists shaking at her sides.

"I said you're a wanna be, so get up and walk away before and one gets hurt." He towered above little Harry, but height had never been quite such a big deal to her. The man glanced at Gwen and smiled.

"C'mon, pumpkin, let's get out of here."

WHAM! I gasped and Gwen screamed.

_"Harry!" _She shrieked.

"THAT'S MY PUMPKIN, YOU SON OF A-" She was cut off by the men's three cronies who jumped on her, knocking her against the bar. Two of them held her wrist while the third stood in the middle. Girls were screaming and men were shouting. I could only sit, transfixed, as the men got ready to pound Harry's face.

The man brought his fist down, and suddenly it was as if time moved in slow motion. I could see everything, sense everything, and hear everything. I could see the girl in the blue rain jacket getting up and clutching her boyfriend. I could see the bartender's petrified face as the fist slowly came down closer and closer to Harry's furious face. I don't know exactly what happened, all I do know is that one minute I was sitting there and the next I was standing up with white silk shooting out of my wrist.

"AH, WHAT THE HELL?!" The man screamed, forgetting about Harry and clawing at his face. The other two men loosened their grips for a Half second, but Harry took the opportunity to kick the man with silk on his face as hard as she could. He fell to the ground. There was a moment of silence before four men and four girls came up to us.

"Hey, hey, hey! What's going on?!" The leader of the group yelled, grabbing Harry's shoulder.

"Unhand him!" Gwen screamed, hitting him with her handbag.

"HEY!" He screamed and launched himself at Gwen, but in a second I was standing there, blocking his fist from her pretty face. He was caught off guard by my sudden appearance.

"I wouldn't do that if I were you." I said dangerously. He smirked.

"And what are you going to do, angle baby?" I smiled at him innocently.

"I'm going to do this." The next thing I knew I was leaned over, my leg swinging high over my head into the man's jaw, knocking off his feet.

"JARED!" One of the girls screamed. "HOW DARE, YOU FREAK!" She launched herself at me, and the next thing I knew everyone was fighting each other. Clawing at each other's faces, pulling out hair, trampling each other. I was standing on the top of the bar while Gwen was pulling one of the girls off Harry and screaming,

"GET OFF MY MAN!" I laughed out loud. Those two could really slip into character.

As much as I hated to admit it; I was having a blast. Who knew I was this good at fighting, anyways! I was also slightly confused as well, seeing as I had never actually fought before. But it felt good to let off some steam, so I didn't think too much about it.

I lashed my leg out at an unsuspecting woman standing next to me. I turned around, expecting to see more people for me to fight but was instead treated with a different sight. A woman was striding out of the bar, quiet as the night with something in her hand...

I squinted and realized with a sickening jolt that it was a pistol. In the other she held a bag, practically over flowing with cash. How would she have gotten all of that money?

I gasped. She was robbing the bar! And the bar fight had been her diversion! No, that obviously hadn't been the original part of the plan or she wouldn't have a pistol.

After a moment's hesitation, I began to run after her. It weaved my way through the angry people and to the door. I quickly tugged it open and sped out into the cold night air. It was raining. Immediately, my teeth started to chatter. I scanned my surroundings until I saw her heading towards an elderly man...

"UNCLE BEN!" I screamed, but I was to late. A gun shot sound filled the air and time seemed to go in slow motion as I ran towards the collapsed figure if uncle Ben. I fell to my knees and grabbed his shaking hand.

"Uncle Ben..." I bit my lip and held back tears.

"Penny!" Gwen and Harry were running towards me.

"Harry, call Oscorp!" Their eyes widened as they saw what had happened. She scrambled in her pocket and started frantically talking into the device. I looked down at my uncle.

"Don't die, don't die..." He raised his head slightly and looked me in the eyes.

"Penny..."

"I'm sorry, I'm so sorry..."

"You didn't drink, did you?" I chuckled sadly.

"No, no I did t. We never even got our refreshments." Oscorp cars screeched into view as I spoke.

"Oh, I see." He smiled before continuing. "I just want you to remember, with great..." his voice cracked either from tears, the fact that he was dying, or both, I couldn't tell.

"With great power comes great..." His voice trailed off, and that was it. His eyes faded and people were pulling me away from him.

"NO! NOOO! UNCLE BEN, NOO!" Friendly arms grasped my waist and tried to pull me in, but I fought to break free. People came out of the bar and towards The dead man on the ground. Tears clouded my vision and dripped off my chin. My whole word had just collapsed around me leaving me with nothing. The sadness quickly swelled mixed with anger. I screamed a scream I had never screamed before and finally broke free before running away towards where the woman had run. Vengeance seeped through my vanes and my face burned.

"PENNY!" Voices yelled from behind me, but I didn't care. I needed to kill whoever had done that to Uncle Ben. I wanted to make them suffer as much I was, I wanted to make them feel true pain. I turned and ran into an alleyway. Suddenly, I slipped on one of the many puddles and fell to the ground. Tears slipped through my tightly closed eyes and I whimpered slightly. Maybe I should've gotten up, but I didn't. My whole body was numb and I curled up in a ball sobbing. How could something so good go so wrong? This was supposed to be such a great night.

I wrapped my arms around myself. And it was my fault, too. I was the one who had made him drive me; I was the one who had been determined on going to the bar. It was all my fault.

All...

My...

Fault.


	8. Chapter 8

**Author's note: ...**

**Well, I think it's needless to say I haven't posted in a while, but I have a reason! School started again (in September) I've been doing a theatrical production that has been taking up a lot of my time, I've been writing other stories, watching Attack on Titan- I mean, uh... not watching hours upon hours Attack on Titan. Heh. *clears throat awkwardly* Anyways, I've been busy is the truth and I have had writer's block for ages, not going to lie. I finally decided that screw it, I'll post the Chapter (this chapter) that I've had done for ages and continue working on the next chapter. Worst comes to worst I have to remove this Chapter, whatever! So without any further ado, here it is.**

**Enjoy.**

Chapter eight: Norma

"Please, just give me a few more months! Just a few more months, that's all I need!"

"I'm sorry, Norma. Your time is up. You have until next month to see if your serum works, then we're going to have to shut you down." The man was obviously holding back a smile.

"But, I've only tested my serum on mice, it's not ready to be tested on a human! They would have to either be an idiot or..." Her voice trailed off. She swallowed. "Or have nothing to live for."

"Oh, I'm sure you'll find someone, Mrs. Osborn." A smile spread across the man's face. "And if not, well, let's just say I've been waiting to shut down your little business for a long time." Norma stared at him in horror. Of course, they just wanted to shut her down.

"I'm glad we could have this talk, Norma. See you next month." The first man left.

"Tootleoo." The second man picked up his sleek black brief case and left Norma sitting alone. What was she to do...? Who was brave enough, or stupid enough, to volunteer for something like this? And if no one did, goodbye Oscorp.

Norma cursed and banged her fist on the lone table in the middle of the room. She would do it herself, but...

If it didn't work, than that was that. She didn't actually know what would happen. Either nothing, or something terrible. Norma groaned and slumped down. Someone knocked on the door. Norma looked up.

"Um, excuse me, miss, is everything alright in there?" The head scientist was looking at her with concern on her face. Norma scowled.

"I'm fine." She stood up and brushed her self off. "Get back to work." She stomped out of the door, bumping into the poor scientist on the way out. One month... She would need six, at the least. Unless...

No, no, she would not test it on a human the way it was. Well... She could... why couldn't she? All she would need was someone agreeable. Someone who idolized her, someone who would trust her. Did they actually have a reason to trust her? No, of course not, but the more they believed Norma wouldn't hurt them the better. Where could she find someone this stupid?

Norma heard the door slam shut, and a voice yell wearily,

"I'm back from the bar!" It seemed Harriet was home. Then she heard Felicia's voice.

"That's great, Harry! How was it? Mrs. Osborn is busy right now, let me take you to your room." Norma Smiled.

"Harriet, is that you?!" Norma called, turning to corner to face her daughter who seemed very shaken for some reason. Norma chose to ignore this. "How was the bar?" She asked, a big fake smile on her thin face. Harriet looked confused.

"Actually not so good, now that you mention it. Penny's dad.." She trailed off and sniffed once. Norma cut her off before she could continue.

"Well, I'm sorry that things didn't go the way you wanted them to." Norma frowned. "But, I've got good news!" Harry looked at her, her big green eyes sadder than usual. "The serum is finally complete, and you get to be the world's first subject!" She was lying through her teeth, but it would all be worth it in the end. Harriet didn't smile, give her a big hug, or even jump up and down like Norma had expected her to.

"Really?" She asked lazily while leaning against the wall. "And why me?" Norma felt her cheeks turn pink with frustration. Why was she choosing now to be disagreeable?

"Because honey, you're my daughter I believe it's only fair, after all!" Harriet hesitated. "Please, Harry," Harriet looked at her, her face twisted with confusion from being addressed as 'Harry' by her mother. Norma never called Harriet Harry. "Please do this one little thing, just for me." She wrapped her arms around her daughter who was frozen stiff in confusion. "I love you. I need your help."

And with those final words, the words she had never before spoken to Harriet, she knew she had one the battle.

A devilish smile spread across her face as she heard her daughter whisper in a soft voice,

"Okay. If that is what would make you happy, then I'll do it."


	9. Chapter 9

Chapter nine: time for a test drive

The funny thing was that the more I searched the web the less and less I knew about my particular bite. This may be because the more I searched the more I had to type and the more I had to type the more keys became attached to my now unusually sticky fingers.

By the end of the first week I had gone through several different keyboards.

I had stayed home lounging in my Totoro onsie and trying to see if anyone had the same side affects as me after I had gotten my spider bite, if you can remember that. Oh, I should probably mention, so far no one else has been able to shoot webs out of their wrists. I've been avoiding actually doing it, mostly because it scares me half to death when white spider silk shoots out like silly string, but at the same time...

I kind of like it, in a strange way.

Like I have my own secret, and today I'm feeling like it's finally time to give my secret a test run.

I stand up, blood tingling in my toes, and immediately fall over.

"Penny?" Aunt May calls. "Are you alright up there?"

"Yep! I call back, standing up and straightening my onesie. "I'm good!" Quickly I opened my door and went down the stairs two at a time and stood in the door frame of the kitchen. Aunt May was sitting at the table with her hands folded in front of her. There was a tear on her cheek, but she quickly wiped it away when she saw me. I pretended not to notice.

"Good morning, Penny. Would you like some breakfast?" She asked, standing up and moving to the counter.

"Just some cereal will be fine." I answer. "I'm actually heading out, I've got something I need to take care of." A smile itched at the corners of my mouth, but I didn't allow it to show. My body tingled with excitement as I poured the milk with shaky hands. I was nervous- I won't lie. I didn't know what to expect, after all. I didn't even know whether or not this spider bite would kill me, and if so...

How long I would live.

I shuddered at the thought and tried to push it away as I munched on my Special Kay. I had to survive, not for me, but for Aunt May. To loose two family members in the same week, month, year...

Well, whenever I ended up dying. It would be too much for her to bare.

I stood up from the table, put my bowl in the sink, grabbed my backpack, and headed towards the door.

"Bye Aunt May, I'm heading out." I called. She came around the corner and looked at me for a second.

"You're leaving the house dressed like that?" She asked, smiling weakly. I looked down and remembered that I was still in my onesie. I looked back up and smiled.

"Yes. Yes I am." I quickly gave her a peck on the cheek and ran outside. I grabbed my skateboard out of the Bush and hopped on.

I must have looked rather ridiculous with my Attack on Titan backpack and my onesie, skating down the street like nothing was odd. I didn't care, though, my mind was focused on other things. I kept glancing down at my wrists, half expecting the veins to be green as if I had been poisoned or something. Luckily, however, they remained normal.

I navigated my board through the streets of New York, dodging people and light posts like always, only this time something was different. I felt so... so...

Aware.

I was aware of everything going on around me. I was aware of the man calling his wife and the child licking his ice cream cone. I could hear every individual voice in my head like someone took a stereo and turned it to full blast.

As I passed a woman on her phone, my shoulder bumped into her arm knocking her phone out of her hands.

I caught it and threw it to her behind my shoulder without my brain telling me to. I could sense her shock, as well as my own. I continued to skate as if nothing had happened. I didn't know exactly what I was looking for, but I would know when I found it. The perfect place to test my new found... skill.

I turned a sharp corner into and alley.

I continued to roll until I was a ways out of town. It was very quiet away from the city. It had also been rainy lately, so there was a slight chill to the morning air. Luckily my onesie managed to keep me warm.

Finally, I came upon a large abandoned warehouse. This would do just fine.

I hoped off my board, walked inside, sonf slipped my backpack off. Large chains and such were hanging from the ceiling and there were planks and mounds scattered about. This would do more than fine, this would be perfect.

I could feel the smile itching at the corners of my mouth again as I walked to the center, turning around in a slow circle. Cautiously, I rolled up my sleeve and aimed my hand at the ceiling. I took a deep breathe, and decided to YOLO it.

"SHAZAM!" I hollered, thrusting my hand forward and shutting my eyes. Nothing happened. I looked down at my wrist, my brows furrowed in confusion. "BADA-BOOM!" Still nothing. "Huh." I mumbled. "WHAM! ABRA CADABRA! BANG! WEB-A-FYE!" I lowered my arm, shook it angrily, and rubbed my wrist. Suddenly, the familiar white silk shot out onto the ground. I stared it at, wide eyed. So that was how I activated it.

Carefully, I aimed my wrist at the ceiling once more. I breathed in, shut my eyes, and pressed down on my palm.

It sprung out of my hand like a bullet, shooting skyward. I yelled and let go of my palm, but grabbing the last few inches of silk. It stuck to the ceiling.

A mischievous chuckle escaped my lips. "Huh," I mumbled aloud, "let's see just what this stuff can do."


	10. Chapter 10

**Author's Note: Hey-o!**

**So, I finally have all my previous chapters updated, and I'm back to writing new ones! (Hooray!) If you haven't read the updated versions, feel free to check those out, I'm quite proud. There aren't any big changes except for Chapter Seven, which there are big changes in. I basically rewrote that whole section, and I'm very happy with that one especially! Thanks for reading,**

**-Meow ^.^**

Chapter Ten:

"Oh, please help me! Please someone, help!" The young woman's voice rang throughout the night as the dark figure nudged the gun into her stomach and slowly began to remove the purse from her tight, clammy fists.

"C'mon," said a lower, gravelly voice, "I'm not going to hurt you as long as you give me this here purse of yours." The women whimpered and let her grip slip slightly. "That's it." The voice said, digging the gun into her stomach even further and causing a nasty red mark. He laughed maliciously as the woman finally let go and fell onto her knees, crying. "Good girl," he jeered poking the gun at her head, "listening is an important skill to have." He laughed again, but it wasn't a sweet, happy sound, it was raspy and evil.

"Hey," a new voice said, this one higher than the man's but lower than the woman's, "why dont you leave this young lady alone and pick on someone your own size?"

A new figure stepped into view. It was by far shorted than the rest and was wearing what seemed to be a Toronto onesie painted red and blue.

The face was masked by the shadows.

"Oh, and what are you going to do about it, huh, Totoro?" The man laughed. "Run me over with your cat bus?"

"No," the voice said, "I'm not. I don't have a cat bus, and the name's not Totoro." The figure spoke calmly as it approached, and the man began to feel nervous sweat form on his brow. Who was this person? And why were they so calm? The woman watched on the ground, waiting to see what would happen.

"Well, who are you, then?" The man said, failing to hide the quiver in his voice, or the way he stepped backwards ever so slightly.

"Me?" The voice said, head still bowed dramatically.

"Are you some kind of cop?" The man asked nervously, peering over his shoulder, perhaps trying to figure out the best way to make a brake for it.

The voice chuckled.

"No, no, I'm not a cop." It stopped advancing and raised its head to reveal a freckled face with an intense grin and electrified blue eyes. "I'm Spider-Woman, and I don't believe in forgiveness."

The man burst out laughing and the girl whimpered, the feeling of perhaps being saved fleeing immediately.

"Sp-Sp- Spider-Woman?" He covered his forehead with his hand and clutched his side from laughing so hard. "That's the best thing I've heard all day!" I felt me cheeks turn dark red. I worked hard on that speech. "G-Go home, _Spider-Girl_," the man laughed. "This ain't no place for little kids like yourself." I wanted to move, but my feet were rooted to the ground with embarrassment. I was fifteen, I wasn't a kid. And my name was Spider-Woman, not Spider-Girl. "So move along now, short-ass." He turned back to the girl, still chuckleing. Okay, I may have been made before, but now I was pissed.

"I'm not short." I said through gritted teeth. "_I'm average height!_" I shouted and jumped at the man who quickly fired his gun.

It was if time went in slow motion, one minute I was soaring through the air and the next minute everything slowed down. The bullet was coming at me, but it was so...

Slow.

I easily dodged the smoking slug and landed on the ground once more. I looked up at the man and grinned. He was staring at me like I was a monster.

"W-What?!' He gasped, his eyes bulging and his mouth hanging open. I chuckled maliciously. "H-How?!" I got up and started walking towards him. "W-What are you?!" I stopped, my face inches away from his. Or at least it would have been, but I was only up to about to his neck. (In my defense, he was tall.)

"Said it yourself, moron. I'm Spider-Girl."


	11. Chapter 11

**Author's Note: Sorry for the small delay in updating, I've been on a roll on one of my stories on Wattpad, Monsters in Disguise (a Chronicle FanFic with Hugo and I) so I've been putting a lot of time into that. (I'm thinking about posting that one on here as well, I'm pretty proud of how it has been going so far.) Plus, school, but I don't even bother to count that since it's kind of a given. Sorry this chapter is short- it was more for fun than anything, but it's main purpose is to lead into the next chapter (which is pretty long, so that will be good.) Anyways, sorry again.**

**Enjoy!**

**(P.S. I had to update this chapter because my original setup for texting doesn't work on , and I didn't notice until now so I had to change the setup slightly.)**

Chapter Eleven:

I hadn't actually been planning on going to school that early Monday morning, after all, I had had a rough few weeks. I got bitten by a radioactive spider, I got in my first bar fight, My Uncle died, I went to his funeral, I started shooting spider silk out of my hands, I could climb walls, and I had recently been fighting crime at night as my alias, Spider-Girl.

Needless to say, I was very tired, which was one of the reasons I was so annoyed by the text from Harry at three in the morning.

**[1] Text From: You're a Wizard, Harry**

**[Harry:] Yo**

[Penny:] Ugh, Harry, what are you doing? It's three in the morning!

**[Harry:] ****Texting** **you.**

[Penny:] ...

[Penny:] Screw you, Harry. Now seriously, what do you want?

**[Harry:] ****I** **was** **just** **wondering** **if** **you** **were** **busy** **after** **school** **today; I haven't seen you since, you know, the bar.**

[Penny:] And what's up with the use of, "yo"?

**[Harry:] ****Just** **thought** **I'd** **try** **new** **things.**

[Penny:] I know the block button, you know. I'm not afraid to press it.

**[Harry:] ****No!** **Wait!**

[Penny:] What is it?!

**[Harry:] ****Can you come to Oscorp after school today? I need to tell you something! :(**

[Penny:] Ugh, fine, I will if you stop bugging me. I need my sleep, Harry.

**[Harry:] ****What is this, "sleep"?**

[Penny:] Sometimes I wonder why I hang out with you.

**[Harry:] ****Meow.**

[Penny:] See you in a few hours.

[Penny:] And no more texting me!

**[Harry:] ****...**

**[Harry:] ****Meow.**

[Penny:] I hate you.


	12. Chapter 12

**Author's Note: ... So I admit, I've been gone awhile. I don't really have a good excuse for this one, I've just been slacking off on my writing. I've been taking a break from my Wattpad as well and focusing on my YouTube channel. I'm sorry, I really have to be more consistent when it comes to this, I've just been sort of off recently. This new year has been quite a handful. I'm also sorry this is kind of a filler chapter, I meant for it to include going to school as well, but I thought this was also kind of a good place to end it on...? I might combine this chapter and the next chapter if I feel like it's too short, and also I kind of wanted to get this posted.**

**I'll shut up now.**

**Enjoy!**

Chapter Twelve:

_Beep! Beep! Bee-!_

I tapped the snooze button delicately with one finger. I had actually been up for about twenty minute, simply staring at my clock. Waiting. I rubbed my eyes and yawned, for I was actually still very tired. A scowl formed on my face. Thanks a lot, Harry.

I kicked my legs off the bed and stood up, slightly shakily. Groggily, I snatched my towel and headed to the bathroom. Being a night-time super hero AND a full time high school student was definitely not something to be taken lightly. Not to mention Aunt May said I needed a real job now (she was oblivious to my hero thing). I was supposed to have a job interview today after school, so the trip to Harry's would have to be reasonably quick. I would have to learn to balance my schedule so I wouldn't deprive myself or get sick.

Once in the bathroom I undressed and stepped into the shower. The warm water felt good on my face as I stood there, my mind slowly drifting back into a dream-like state of pure-

"PENNY? ARE YOU UP YET?!" I heard Aunt May call from the kitchen. My eyes snapped open and I huffed.

"I'M IN THE SHOWER, AUNT MAY." I yelled back, slightly salty.

"OKAY, JUST CHECKING." I chuckled and looked at the floor. Oh jeez. You got to love her.

Quickly, I finished my shower and wrapped myself in my towel before going back to my room, now with slightly more of a spring to my step. I pulled one my black skinny jeans and maroon converse like everyday, but for a shirt I decided to go with my baseball-T shirt with green sleeves and a caption on the front that read;

"I am a Tiny Planet Explorer;" a reference to kickthepj, one of my favourite Youtubers. Cool, cute, and confident. Well, not cute. I don't like the word cute, it's too dainty. And it wasn't necessarily "confident," either, so...

Whatever, it was cool, so I was wearing it.

I opened my door and leisurely hopped down the stairs to the kitchen where Aunt May was knitting at the table.

"Morning!" I said.

"Good morning-!" She said, smiling and looking up from her knitting. The smile vanished, however, as soon as she caught sight of me. "Oh, goodness! Penny, what happened?" She asked hurriedly as she bounced up from her seat and ran over to feel my forehead.

"Nothing happened, I'm fine!" I said, half heartedly trying to push her away.

"No, you're not. Just look at you, you're sick."

"Aunt May, I'm _fine!_" I insisted. She looked nervous.

"Well, you don't seem to have a temperature..."

"Then I must not be sick!" I said, kissing her forehead. "I'm just really tired, that's all. I haven't been sleeping well." It technically wasn't a lie, although it was mostly because I'd been too busy fighting crime to attempt to get a good night's sleep. Who knew there were so many villains around here.

"Oh, honey..." She whined, following me around the kitchen as I made myself cereal.

"Aunty, I'm absolutely _fine, _you have nothing to worry about." I soothed. He clenched the towel in her hand and bit her lip.

"Alright, if you're sure. But if you're too tired, just give me a call, alright? I'll come pick you up."

"Alright, I will." I chuckled as I started eating. She left the kitchen to go do something else. "I'm not going to be home straight away after school, just so you know." I told her through a mouth full of Cheerios.

"Why not?" She inquired. "I do want you to get some sleep, dear."

"I know, but I've got a job interview, and Harry has some important news she wants me to know-"

"You have a job interview?" Her head peeked around the corner. "Are you sure you don't want to stay home today?" I hesitated.

"Yeah, I'm sure." Something was telling me I had to go to school today.

"What's it for?" She asked as she went back around the corner and I cleaned up my bowl.

"**The Daily Bugle **needs a new photographer," I responded casually, "so I thought I might as well give it a shot."

"Oh that's great, honey!" Aunt May squealed. "I'm sure you'll do fantastic!" I smiled as I snatched up my backpack and headed to the door.

"Bye Aunt May! Love you!" I called as I opened the door and headed outside.

"Love you honey! Remember to call me if you feel sick!" She called before the door slammed shut. I chuckled and rolled my eyes. Sometimes I felt like she worried about me too much, but I suppose that's what Aunts and mothers are for.

I was about to grab my board out of the bushes when I had an idea. A crazy, fantastic, exciting idea.

Could I use this to get to school instead of my board?

An evil smirk crept onto my face as my hand retracted from the bush. Yes. Yes I could.


End file.
